Stonepeak-Plus Infrastructure Fund LP 8-K

What Happened

• Stonepeak-Plus Infrastructure Fund LP (the Fund) filed an 8-K disclosing that on March 2, 2026 it sold unregistered limited partnership units (the Units) to third‑party investors for aggregate consideration of approximately $69,927,244. The number of Units sold was finalized on March 25, 2026 after calculating the Fund’s Transactional NAV per Unit as of February 28, 2026; the purchase price equaled that Transactional NAV.
• The sales were part of the Fund’s continuous private offering and were made under exemptions from registration (Section 4(a)(2) and Regulation D of the Securities Act). Some Units were sold through Stonepeak-Plus Infrastructure Fund (TE) LP for investors with particular tax characteristics (e.g., tax‑exempt and non‑U.S. investors).

Key Details

• Units sold by class (rounded): Class A-1a — 1,730,856 Units for $54,340,914; Class A-1b — 318,085 Units for $10,000,000; Class A-1c — 32,931 Units for $1,036,330; Class I-1 — 143,268 Units for $4,550,000. Total ≈ $69,927,244.
• SP+ INFRA (the Fund together with a related non‑U.S. vehicle) sold interests in March 2026 for aggregate consideration of ≈ $97,427,592.
• Since the Fund’s inception on May 2, 2025 through this filing, SP+ INFRA has sold interests for aggregate consideration of ≈ $1,191,886,818 (comprised of $991,900,890 cash and $199,985,928 of assets contributed by affiliates in exchange for Class X Units).
• The disclosed amounts exclude any Unit redemptions, repurchases, or Units issued under dividend reinvestment plans.

Why It Matters

• This filing shows the Fund is actively raising capital through a private offering, which affects the Fund’s outstanding units and investors’ ownership in practice. The sales were unregistered and limited to qualified purchasers under securities exemptions, meaning these Units are not publicly registered and may have different liquidity and transfer restrictions than registered securities.
• The use of Transactional NAV to price the Units and the sizeable cumulative fundraising since inception are relevant to investors tracking fund growth, capital flows, and potential impacts on NAV per Unit.